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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 22, 2026
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42451 |
|
N/A |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
52 E. 83rd Street,
New York, New York |
|
10028 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (917) 979-3072
Not Applicable
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| x |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| x |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title
of each class |
Trading
Symbol(s) |
Name
of each exchange
on which registered |
| Units,
each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant |
TDACU |
The
Nasdaq Stock Market LLC |
| Class A
ordinary shares, $0.0001 par value per share |
TDAC |
The
Nasdaq Stock Market LLC |
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of
$11.50 |
TDACW |
The
Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
On June 22, 2026, Translational Development Acquisition Corp. (the
“Company” or “TDAC”) issued a press release announcing certain results of shareholder redemptions in connection
with the shareholder vote held on June 17, 2026 regarding the extension of the deadline by which TDAC must consummate an initial business
combination and providing certain information regarding TDAC’s proposed business combination with ProLogium Holding Inc. A copy
of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The information contained in this Current Report on Form 8-K, including
Exhibit 99.1, is being filed for purposes of Rule 425 under the Securities Act of 1933, as amended, and Rule 14a-12 under the Securities
Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are being filed herewith:
| Exhibit No. |
Description of Exhibits |
| 99.1 |
Press Release, dated June 22, 2026. |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 23, 2026 |
TRANSLATIONAL DEVELOPMENT ACQUISITION CORP. |
| |
|
|
| |
By: |
/s/ Michael B. Hoffman |
| |
Name: |
Michael B. Hoffman |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
TDAC Announces Very Successful Share Redemption Results in Connection
with Extension Vote
| · | 85% of Shares are not Redeemed, resulting in TDAC maintaining $156.8mm in trust |
| · | 95% of the Shares Voted Were In Favor of the Extension |
| · | These Great Results Follow the Momentum of the May 27, 2026 announcement of TDAC’s Entry into a Merger Agreement with Prologium |
| · | Prologium is a global leader in next generation lithium ceramic battery technology, moving into growth markets, including AI Data
Centers, aerospace, robotics, defense and electric vehicles |
NEW YORK, NY – June 22,2026 – Translational
Development Acquisition Company (NYSE: TDAC) (the “Company” or “TDAC”) announced the very successful results of
the shareholder vote held on 6/17/26 regarding the proposed extension of the SPAC life and election of shareholders to redeem their shares
or continue to participate in TDAC.
In connection with the meeting, holders of the Company’s Class
A common stock were given the opportunity to redeem their shares for a pro-rata portion of the Company’s trust account. Based on
the final tabulation, public shareholders elected to redeem 2,598,697 shares of Class A common stock, meaning that holders of 14,651,303
shares of redeemable Class A common stock elected to continue to hold their shares.
Following these redemptions, approximately $156.8mm remains in the
Company’s trust account.
Michael Hoffman, Chairman and CEO of TDAC, commented, “The
strong interest shown of 85% of TDAC’s shareholders of not redeeming their shares illustrates the excitement we all have around
the announced deal with ProLogium. The company is the global leader in next-generation lithium ceramic battery technology , with a gigascale
plant in Taiwan and a gigawatt plant in France under construction with an announced total potential subsidy package of up to €1.375
billion from the French Government. Their battery products are being developed for use in a broad range of target markets, including
electric vehicles, aerospace, robotics, energy storage systems (including battery backup units for AI data centers), maritime, and other
applications that require high energy density, fast charging capabilities, enhanced safety, and manufacturability and this transaction
will help propel them forward. We see the enthusiasm for our shareholders in staying in this transaction as indicative of the overall
enthusiasm for ProLogium that we’ve seen in our preliminary discussions with investors since the deal was announced.”
Forward-Looking Statements
This communication contains forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act of 1934, as amended that are based
on beliefs and assumptions and on information currently available to ProLogium and TDAC. In some cases, you can identify forward-looking
statements by the following words: “may,” “will,” “could,” “would,” “should,”
“expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue,” “ongoing,” “target,”
“seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events
or prospects, although not all forward-looking statements contain these words. Any statements that refer to expectations, projections
or other characterizations of future events or circumstances, including projections of market opportunity, number of customers and market
share, the capability of ProLogium’s technology, ProLogium’s business plans including its plans to expand globally, the sources
and uses of proceeds from the business combination, the anticipated enterprise value of the combined company following the consummation
of the business combination, any benefits of ProLogium’s partnerships, strategies or plans as they relate to the business combination,
anticipated benefits of the business combination and expectations related to the terms and timing of the business combination are also
forward-looking statements. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from those
expressed or implied by these forward-looking statements. These statements are based on ProLogium’s and TDAC’s reasonable
expectations and beliefs concerning future events and involve risks and uncertainties that may cause actual results to differ materially
from current expectations. These factors are difficult to predict accurately and may be beyond ProLogium’s and TDAC’s control.
Forward-looking statements in this communication or elsewhere speak only as of the date made. New uncertainties and risks arise from time
to time, and it is impossible for ProLogium or TDAC to predict these events or how they may affect ProLogium or TDAC. In addition, there
will be risks and uncertainties described in the proxy statement / prospectus relating to the business combination, which is expected
to be filed by ProLogium with the SEC and other documents filed by ProLogium or TDAC from time to time with the SEC. These filings may
identify and address other important risks and uncertainties that could cause actual events and results to differ
materially from those contained in the forward-looking statements. Neither ProLogium nor TDAC can assure you that the forward-looking
statements in this communication will prove to be accurate. These forward-looking statements are subject to a number of risks and uncertainties,
including, among others, the occurrence of any event, change or other circumstance that could delay, impede or prevent the business combination
or give rise to the termination of the Business Combination Agreement; the outcome of any legal proceedings that may be instituted against
ProLogium or TDAC, the combined company or others following the announcement of the business combination; the inability to complete the
business combination due to the failure to obtain approval of the shareholders of ProLogium or TDAC or to satisfy other conditions to
closing (including the $250 million Minimum Cash condition); failure to obtain TDAC deadline extension; the amount of redemption
requests made by TDAC’s public shareholders; the ability to maintain the stock exchange listing standards following the consummation
of the business combination; the risk that the business combination disrupts current plans and operations of ProLogium or TDAC as a result
of the announcement and consummation of the business combination; the ability to execute on its business strategy and the ability to develop
and commercialize its solid-state battery technology; the ability to accurately estimate the future supply and demand for its batteries;
the ability to respond rapidly to emerging technology trends; the ability to compete effectively and the ability to manage growth; the
ability to recognize the anticipated benefits of the business combination; costs related to the business combination; changes in applicable
laws or regulations; international trade disputes, including threatened or implemented tariffs by the U.S. and threatened or implemented
tariffs by foreign countries in retaliation; the ability of ProLogium to execute its business model, including market acceptance of its
planned products and services; the combined company’s ability to raise capital; future financial performance of the combined company
following the business combination; the possibility that TDAC or the combined company may be adversely affected by other economic, business
and/or competitive factors; risks associated with ProLogium’s efforts to commercialize its products; ProLogium’s ability to
maintain its existing agreements with third parties and to negotiate and enter into new definitive agreements on favorable terms, if at
all; the impact of competing products on ProLogium’s business; intellectual property-related claims against ProLogium or the combined
company; ProLogium’s dependence upon its key personnel and ability to attract and retain such personnel and additional qualified
personnel; ProLogium’s ability to source raw materials for its products; and other risks and uncertainties to be set forth in the
section entitled “Risk Factors” in the registration statement on Form F-4 to be filed by ProLogium with the SEC
and those included under the heading “Risk Factors” in TDAC’s filings with the SEC. There may be additional risks that
neither ProLogium nor TDAC presently knows or that ProLogium and TDAC currently believe are immaterial that could also cause actual results
to differ from those contained in the forward-looking statements.
In light of the significant uncertainties in these forward-looking
statements, you should not regard these statements as a representation or warranty by ProLogium, TDAC, their respective directors, officers
or employees or any other person that ProLogium or TDAC will achieve their objectives and plans in any specified time frame, or at all.
The forward-looking statements in this communication represent the views of ProLogium and TDAC as of the date of this communication. Subsequent
events and developments may cause those views to change. Except as required by applicable law, neither ProLogium nor TDAC has any duty
to, and does not intend to, update or revise the forward-looking statements in this communication after the date of this communication.
You should, therefore, not rely on these forward-looking statements as representing the views of ProLogium or TDAC as of any date subsequent
to the date of this communication.
Contacts
info@translational-development.com
